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Foster Cable Services, Inc. v. Deville

United States District Court, W.D. Arkansas, El Dorado Division

February 20, 2019



          Susan O. Hickey Chief United States District Judge.

         Before the Court is Defendants James Eric Deville and Volt Power's Motion for Judgment on the Pleadings. (ECF No. 15). Plaintiff Foster Cable Services, Inc. filed a response.[2] (ECF No. 17). The Court finds the matter ripe for consideration.

         I. BACKGROUND

         Plaintiff is the former employer of Defendant Deville. On February 12, 2017, Plaintiff entered into a confidentiality agreement (the “Agreement”) with Defendant Deville. The Agreement states that any information exchanged between Plaintiff and Defendant Deville is proprietary and has been designated as a trade secret and/or confidential. The Agreement gives examples of such covered information as including, “but is not limited to: [Plaintiff's] concepts, drawings, designs, and other related proprietary information.” (ECF No. 3, p. 5). Under the Agreement, Defendant Deville agreed to keep any covered information confidential and to not disclose it to any other party. (ECF No. 3, p. 5). The Agreement states that Defendant Deville's confidentiality obligations survive the termination of the Agreement and shall have no time limit, except as otherwise provided for in the Agreement. The Agreement does not, however, set out any time or geographical limitations.

         While employing Defendant Deville, Plaintiff underwent negotiations with Claiborne Electric[3] to provide services under a pole and line maintenance agreement. On March 1, 2017, Defendant Deville left his employment with Plaintiff and began employment with Defendant Volt Power. Shortly thereafter, Claiborne Electric removed Plaintiff as an engineering vendor and discontinued negotiations with Plaintiff. Plaintiff alleges that Defendant Volt Power subsequently obtained a maintenance agreement with Claiborne Electric because of Defendant Deville's “disclosure of the potential client, pricing, and other proprietary information as precluded by the [Agreement.]” (ECF No. 3, p. 2).

         On June 15, 2018, Plaintiff initiated this lawsuit against Defendants in the Circuit Court of Union County, Arkansas. Plaintiff asserts claims of breach of contract, tortious interference with a contract, and conversion, all stemming from Defendant Deville's alleged disclosure of information protected by the Agreement to Defendant Volt Power. On July 26, 2018, Defendants removed the case to this Court.

         On November 29, 2018, Defendants filed the instant motion for judgment on the pleadings, arguing that the Agreement is unenforceable as a matter of law and that Plaintiffs' claims all fail and should be dismissed. Plaintiff opposes the motion.


         A party may move for judgment on the pleadings after the pleadings have closed. Fed.R.Civ.P. 12(c). In deciding a Rule 12(c) motion, courts apply the same legal standard used for a motion to dismiss under Rule 12(b)(6). Ashley Cnty., Ark. v. Pfizer, Inc., 552 F.3d 659, 665 (8th Cir. 2009). A pleading must state “a short and plain statement of the claim showing that the pleader is entitled to relief.” Fed.R.Civ.P. 8(a)(2). To meet this standard and to survive a Rule 12(b)(6) motion, a complaint need only state factual allegations sufficient to raise a right to relief above the speculative level that is plausible on its face. Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007). “A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009).

         Courts deciding a Rule 12(c) motion are required to accept as true the complaint's well-pled allegations and must resolve all inferences in the plaintiff's favor. Wishnatsky v. Rovner, 433 F.3d 608, 610 (8th Cir. 2006). However, this tenet does not apply to legal conclusions, “formulaic recitation of the elements of a cause of action, ” or naked assertions which are so indeterminate as to require further factual enhancement. Braden v. Wal-Mart Stores, Inc., 588 F.3d 585, 594 (8th Cir. 2009). “Judgment on the pleadings is appropriate only when there is no dispute as to any material facts and the moving party is entitled to judgment as a matter of law.” Wishnatsky, 433 F.3d at 610.

         When considering a motion for judgment on the pleadings, a court must generally ignore all materials outside the pleadings. Porous Media Corp. v. Pall Corp., 186 F.3d 1077, 1079 (8th Cir. 1999). However, courts may consider “some materials that are part of the public record or do not contradict the complaint . . . as well as materials that are necessarily embraced by the pleadings.” Id. (internal quotation marks omitted).


         Defendants argue that the Agreement is an unreasonable and unlawful restraint of trade and, as such, is unenforceable. Thus, Defendants argue that Plaintiff's claims all fail, as they are premised on the existence of a valid underlying contract, of which there is none. Plaintiff argues in response that the instant motion should be denied as premature because the pleadings have not closed, the parties have not filed their Joint Rule 26(f) Report, and the parties have not conducted any discovery. Plaintiff does not, however, respond to the substance of Defendants' arguments for dismissal.

         As a preliminary matter, the Court will address Plaintiff's arguments that the instant motion should be denied as premature. Then, if necessary, the Court will take up Defendants' arguments for dismissal.

         A. Whether the Motion is Premature

         Plaintiff presents various arguments that the instant motion is premature. First, it contends that the Court should deny the instant motion because the pleadings were not closed at the time Defendants filed the instant motion.

         A party may file a motion for judgment on the pleadings “[a]fter the pleadings are closed- but early enough not to delay trial.” Fed.R.Civ.P. 12(c). “The pleadings are ‘closed' after the complaint and answer are filed, along with any reply to additional claims asserted in the answer.” Hesford v. Jefferson Capital Sys., No. 18-CV-100-CJW, 2019 WL 124823, at *1 (N.D. Iowa Jan. 7, 2019); see also Charles Alan Wright & Arthur R. Miller, Federal Practice and Procedure § 1367 (3d ed. 2018) (“[P]leadings are closed upon the filing of a complaint and an answer (absent a court-ordered reply), unless a counterclaim, cross-claim, or third-party claim is ...

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